UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended March 31, 2006
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the Transition Period from to
Commission file number 1-8496
COGNITRONICS CORPORATION
(Exact name of registrant as specified in its charter)
NEW YORK 13-1953544
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3 Corporate Drive, Danbury, Connecticut 06810-4130
(Address of principal executive offices) (Zip Code)
(203) 830-3400
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has
filed all reports required to be filed by Section 13 or 15(d)
of the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes x No
Indicate by check mark whether the registrant is a
large accelerated filer, an accelerated filer, or a non-
accelerated filer. See definition of "accelerated filer and
large accelerated filer" in Rule 12b-2 of the Exchange Act.
(Check one): Large accelerated filer ___
Accelerated filer ___ Non-Accelerated filer x
Indicate by check mark whether the registrant is a shell
company (as defined in Rule 12b-2 of the Exchange Act).
Yes No x
The Registrant has 6,688,374 shares of Common Stock, $.20
par value per share outstanding at March 31, 2006.
Part I. FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
COGNITRONICS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(dollars in thousands)
March 31, December 31,
2006 2005
(Unaudited) (Note)
___________ ------------
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 1,467 $ 1,750
Marketable securities 6,312 6,370
Accounts receivable, net 1,400 3,565
Inventories 1,992 2,245
Other current assets 293 137
------- -------
TOTAL CURRENT ASSETS 11,464 14,067
LOANS TO OFFICERS 1,355 2,029
PROPERTY, PLANT AND EQUIPMENT, NET 1,292 1,208
OTHER ASSETS, NET 3,770 3,901
------- -------
$17,881 $21,205
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 515 $ 814
Notes payable 300 300
Accrued compensation and benefits 1,857 1,817
Deferred service revenue 1,104 2,976
Income taxes payable 471 405
Other accrued expenses 437 504
------- -------
TOTAL CURRENT LIABILITIES 4,684 6,816
NON-CURRENT LIABILITIES 351 374
STOCKHOLDERS' EQUITY
Common Stock, par value $.20 per share,
authorized 20,000,000 shares;
issued 7,016,583 shares 1,403 1,403
Additional paid-in capital 15,358 15,498
Accumulated deficit (1,995) (1,281)
Accumulative other comprehensive loss (580) (580)
Unearned compensation (95) (156)
------- -------
14,091 14,884
Less cost of 328,209 and 111,142
common shares in treasury (1,245) (869)
------- -------
TOTAL STOCKHOLDERS' EQUITY 12,846 14,015
------- -------
$17,881 $21,205
======= =======
See Note to Condensed Consolidated Financial Statements.
COGNITRONICS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE INCOME(LOSS) (UNAUDITED)
(dollars in thousands except per share amounts)
Three Months Ended
March 31,
2006 2005
---- ----
REVENUES
Sales $3,062 $1,461
Service 403 260
------ ------
$3,465 $1,721
COST AND EXPENSES:
Cost of revenues 1,479 670
Research and development 1,430 718
Selling, general and
administrative 1,397 872
Other (income)expense, net (106) (56)
------ ------
4,200 2,204
------ ------
Loss before income taxes (735) (483)
PROVISION FOR INCOME TAXES 15 15
------ ------
Loss from continuing operations (750) (498)
Loss from discontinued operations,
net of tax - (257)
Cumulative effect of change in
accounting principle, net of tax 36 -
------ ------
NET LOSS (714) (755)
Currency translation adjustment - 21
------ ------
COMPREHENSIVE LOSS $ (714) $ (734)
====== ======
LOSS PER BASIC AND DILUTED SHARE:
Continuing operations $(.10) $(.09)
====== ======
Discontinued operations $ - $(.05)
====== ======
Cumulative effect of change in
accounting principle, net of tax $ .01 $ -
====== ======
Net loss $(.10) $(.13)
====== ======
Weighted average number of basic
and diluted shares outstanding: 7,145,218 5,634,141
========= =========
See Note to Condensed Consolidated Financial Statements.
COGNITRONICS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(dollars in thousands)
Three Months Ended
March 31,
2006 2005
---- ----
NET CASH PROVIDED(USED) BY
OPERATING ACTIVITIES $ (88) $2,195
------ ------
INVESTING ACTIVITIES
Purchase of marketable securities (2,800) (3,574)
Sales of marketable securities 2,813 1,400
Additions to property, plant and
equipment, net (208) (16)
Purchase of software 0 (17)
------ ------
NET CASH PROVIDED(USED) BY
INVESTING ACTIVITIES (195) (2,207)
------ ------
FINANCING ACTIVITIES
Shares issued pursuant to
employee stock plans 0 25
------ ------
NET CASH PROVIDED BY
FINANCING ACTIVITIES 0 25
------ ------
CASH PROVIDED(USED) BY DISCONTINUED
OPERATIONS 0 0
------ ------
INCREASE(DECREASE)IN CASH AND
CASH EQUIVALENTS (283) 13
CASH AND CASH EQUIVALENTS - BEGINNING
OF PERIOD 1,750 2,222
------ ------
CASH AND CASH EQUIVALENTS - END OF PERIOD $1,467 $2,235
====== ======
INCOME TAXES PAID $ 2 $ 2
====== ======
INTEREST PAID $ 0 $ 0
====== ======
See Note to Condensed Consolidated Financial Statements.
NOTE TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
March 31, 2006
The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with accounting principles generally accepted
in the United States of America for interim financial information and the
instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly,
they do not include all of the information and footnotes required by
accounting principles generally accepted in the United States of America for
complete financial statements. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation have been included. Operating results for the three-month
period ended March 31, 2006 are not necessarily indicative of the results
that may be expected for the year ending December 31, 2006. The balance
sheet at December 31, 2005 has been derived from the audited consolidated
financial statements at that date. For further information, refer to the
consolidated financial statements and footnotes thereto and the quarterly
financial data included in the Company's Annual Report on Form 10-K for the
year ended December 31, 2005.
Reclassifications
Certain prior period amounts have been reclassified to conform to the
presentation for discontinued operations required by Statement of Financial
Accounting Standards ("SFAS") No. 144 resulting from the discontinued
operations of the Company's former UK subsidiary (discussed below).
Inventories (in thousands):
March 31, December 31,
2006 2005
---- ----
Finished and in process $1,386 $1,571
Materials and purchased parts 606 674
------ ------
$1,992 $2,245
====== ======
Non-Current Liabilities (in thousands):
March 31, December 31,
2006 2005
---- ----
Accrued supplemental pension plan $ 300 $ 313
Accrued deferred compensation 167 176
Accrued pension expense 755 775
------ ------
1,222 1,264
Less current portion 871 890
------ ------
$ 351 $ 374
====== ======
Income Per Share
In computing basic earnings per share, the dilutive effect of stock options
and warrants are excluded, whereas for diluted earnings per share they are
included. For all periods presented, options and warrants were anti-
dilutive and therefore were not included in the determination of net loss
per share.
Stock-Based Compensation
Effective January 1, 2006, the Company adopted the provisions of Statement
of Financial Accounting Standards No. 123(R) ("SFAS No. 123(R))", "Share-
Based Payment," which establishes accounting for equity instruments
exchanged for employee services. Under the provisions of SFAS No. 123(R),
share-based compensation cost is measured at the grant date, based on the
fair value of the award, and is recognized as an expense over the employee's
requisite service period (generally the vesting period of the equity grant).
Prior to January 1, 2006, the Company accounted for share-based compensation
to employees in accordance with Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees," and related interpretations. The
Company also followed the disclosure requirements of Statement of Financial
Accounting Standards No. 123, "Accounting for Stock-Based Compensation"
("SFAS No. 123"). The Company elected to adopt the modified prospective
transition method as provided by SFAS No. 123(R) and, accordingly, financial
statement amounts for the prior periods presented in this Form 10-Q have not
been restated to reflect the fair value method of expensing share-based
compensation.
The Company has recognized compensation expense for its restricted stock
grants. Upon adoption of SFAS 123(R), using the modified prospective method,
the Company recognized a benefit of $36,000 as a cumulative effect of a
change in accounting principle resulting from the requirement to estimate
forfeitures of the Company's restricted stock grants at the date of grant
instead of recognizing them as incurred. The estimated forfeiture rate was
applied to the previously recorded compensation expense of the Company's
unvested restricted stock in determining the cumulative effect of a change
in accounting principle. The cumulative benefit, net of tax, increased both
basic and diluted earnings per share by $0.01.
SFAS 123(R) requires all share-based payments to employees, including grants
of employee stock options, to be recognized as compensation expense over the
service period (generally the vesting period) in the consolidated financial
statements based on their fair values. For options with graded vesting, the
Company values the stock option grants and recognizes compensation expense
as if each vesting portion of the award was a separate award. Under the
modified prospective method, awards that were granted, modified, or settled
on or after January 1, 2006 are measured and accounted for in accordance
with SFAS 123R. Unvested equity-classified awards that were granted prior
to January 1, 2006 will continue to be accounted for in accordance with SFAS
123, except that all awards are recognized in the results of operations over
the remaining vesting periods. The impact of forfeitures that may occur
prior to vesting is also estimated and considered in the amount recognized.
The Company has stock-based compensation plans under which directors,
officers and other eligible employees receive stock options and other
equity-based awards. The plans provide for the grant of stock options and
restricted stock awards.
Stock options are granted with an exercise price equal to the market value
of a share of common stock on the date of grant. Stock options generally
expire in 10 years and vest over thirty months.
Restricted stock awards generally vest over four to six years.
The following table summarizes stock option activity:
Inducement 1990 Stock Directors'
Options Option Plan Option Plan
---------- ----------- -----------
Weighted Weighted Weighted
Average Average Average
Exercise Exercise Exercise
Shares Price Shares Price Shares Price
Outstanding at
December 31, 2005 705,000 $2.55 1,090,219 $3.95 158,750 $3.59
Granted 55,000 $3.03 2,500 $3.05
Exercised (24,200) $1.55
Forfeited/
expired (50,000) $2.55 (88,164) $4.79 (11,000) $12.36
-------- --------- -------
Outstanding at
March 31, 2006 710,000 $2.58 977,855 $3.93 150,250 $2.94
Shares available
for future grant 96,679 41,917
Weighted average
remaining term 9.56 years 6.54 years 7.58 years
Intrinsic value:
Outstanding $367,000 $680,000 $85,000
Exercisable $41,000 $571,000 $85,000
In 2006 shares of stock were used to exercise 24,200 options with an intrinsic
value of $38,000.
The intrinsic value for stock options is calculated based on the exercise price
of the underlying awards and the market price of our common stock as of the
reporting date.
On January 2, 2006, 395,000 common shares, which were granted in 2002, vested.
The total value of the rights at the date of grant was $612,000 and was based
on the market price of $1.55 per share.
The following table summarizes non-vested restricted stock activity.
Weighted Average
Shares Grant Date Fair Value
------ ---------------------
Unvested as of December 31, 2005 182,450 $2.58
Granted -
Vested -
Forfeited (26,100) 2.46
-------
Unvested as of March 31, 2006 156,350 $2.60
=======
Shares available for future grant 49,000
The following table summarizes the pro forma effect of stock-based compensation
as if the fair value method of accounting for stock compensation had been
applied for the three months ended March 31, 2005 (in thousands except
per share amounts):
Three Months Ended
March 31, 2005
------------------
Net loss, as reported $(755)
Add: Stock-based compensation
included therein 88
Deduct: Total stock-based compensation
under the fair value method (150)
-----
Pro forma net income $(817)
=====
Income per share applicable to
common shareowners:
As reported: Basic and diluted $(0.13)
======
Pro forma: Basic and diluted $(0.15)
======
The following table summarizes the components and classification of stock-based
compensation expense included in the Statement of Operations (in thousands):
Three Months Ended
March 31,
2006 2005
Stock options $244
Restricted stock 29 $ 80
Other 9 8
---- ----
Total stock-based
compensation expense $282 $ 88
==== ====
Cost of products and services $ 12 $ 7
Selling, general and
administrative 156 69
Research and development 114 12
---- ----
Total stock-based
compensation expense $282 $ 88
==== ====
As a result of adopting FAS 123(R), the Company's income before income taxes
and income from continuing operations for the quarter ended March 31, 2006, is
$244,000 lower than if it had continued to account for share-based compensation
under APB 25. Basic and diluted loss per share from continuing operations for
the quarter ended March 31, 2005 would have been $0.07, if the Company had not
adopted FAS 123(R), compared to reported basic and diluted loss from continuing
operations per share of $0.10.
No tax benefits were attributed to the stock-based compensation expense because
a valuation allowance is maintained for substantially all net deferred tax
assets. We elected to adopt the alternative method of calculating the
historical pool of windfall tax benefits as permitted by FASB Staff Position
(FSP) No. SFAS 123(R)-3, "Transition Election Related to Accounting for the Tax
Effects of Share-Based Payment Awards." This is a simplified method to
determine the pool of windfall tax benefits that is used in determining the tax
effects of stock compensation in the results of operations and cash flow
reporting for awards that were outstanding as of the adoption of SFAS 123(R).
The Company estimates the fair value of stock options using the Black-Scholes
valuation model. Key input assumptions used to estimate the fair value of stock
options include the exercise price of the award, the expected option term, the
expected volatility of the Company's stock over the option's expected term, the
risk-free interest rate over the option's expected term, and the Company's
expected annual dividend yield. The Company believes that the valuation
technique and the approach utilized to develop the underlying assumptions are
appropriate in calculating the fair values of the Company's stock options
granted in the three months ended March 31, 2006. Estimates of fair value are
not intended to predict actual future events or the value ultimately realized
by persons who receive equity awards. The following table summarizes the
assumptions used to compute the weighted average fair value of stock option
grants of $1.47 for the three months ended March 31, 2006.
Dividend yield 0.0%
Weighted average volatility 53.3%
Risk-free interest rate 4.5%
Expected holding period
(in years) 3.5
No dividend yield was assumed because the Company has never paid a cash
dividend.
The weighted average volatility for the current period was developed using
historical volatility.
The risk-free interest rate was developed using the U.S. Treasury yield for
periods equal to the expected life of the options on the grant date. An
increase in the risk-free interest rate will increase stock compensation
expense.
This assumption was developed after considering vesting schedules, life of
the option, historical experience and estimates of future exercise behavior
patterns. An increase in the expected holding period will increase stock
compensation expense.
SFAS 123R requires the recognition of stock-based compensation for the number
of awards that are ultimately expected to vest. As a result, for most awards,
recognized stock compensation was reduced for estimated forfeitures prior to
vesting primarily based on historical annual forfeiture rates of approximately
5%. Estimated forfeitures will be reassessed in subsequent periods and may
change based on new facts and circumstances. Prior to January 1, 2006, actual
forfeitures were accounted for as they occurred for purposes of required pro
forma stock compensation disclosures.
As of March 31, 2006, approximately $.6 million of unrecognized stock
compensation related to unvested awards (net of estimated forfeitures) is
expected to be recognized over a weighted-average period of one year.
In addition, for the purpose of the Statement of Cash Flows, the realization
of tax benefits in excess of amounts recognized for financial reporting
purposes will be recognized as a financing activity rather than an operating
activity as in the past.
Pension Plan
The Company has a defined benefit pension plan. No additional service cost
benefits were earned subsequent to June 30, 1994. The Company's funding policy
is to contribute amounts to the plan sufficient to meet the minimum funding
requirements set forth in the Employee Retirement Income Security Act of 1974,
plus such additional amounts as the Company may determine to be appropriate
from time to time.
The components of net periodic benefit cost of the plan for the three months
ended March 31 are as follows (in thousands):
2006 2005
---- ----
Interest cost on projected
benefit obligation $23 $23
Expected return on plan assets (15) (15)
Amortization of net loss 7 7
--- ---
Net periodic pension cost $15 $15
=== ===
In 2006, the Company applied to the Pension Benefit Guarantee Corporation and
the Internal Revenue Service for permission to terminate this plan. Reflecting
this, the Company intends to contribute approximately $800,000 in 2006 to this
plan and $1,870,000 in benefit payments are expected to be paid in 2006. When
the Company terminates the plan, it will recognize an expense of approximately
$709,000.
Acquisition
On November 18, 2005, the Company acquired ThinkEngine Networks, Inc. The
following are unaudited pro forma results for the three months ended March 31,
2005 as if the acquisition had taken place at the beginning of the period
(amounts in thousands):
Revenues $ 1,934
=======
Loss from continuing operations $(1,511)
=======
Net loss $(1,768)
=======
Loss per share:
Loss from continuing operations $(.22)
=====
Net loss $(.26)
=====
Discontinued Operations
On December 22, 2005, the Company sold its UK subsidiary, Dacon Electronics,
Plc ("Dacon") in an arms length transaction to a company owned by its former
Vice President of European Operations. As a result, the Company has
reclassified Dacon's operations as discontinued operations and, accordingly,
revenues and expenses of the discontinued operations in its Consolidated
Statement of Operations and Comprehensive Income.
Summary results for discontinued operations for the three months ended March
31, 2005 are as follows (in thousands).
Revenues $1,008
Operating costs and expenses 1,265
------
Operating loss $ (257)
======
Loss from discontinued operations $ (257)
======
Related Party Transaction
During the quarter ended March 31, 2006, a former officer of the company repaid
loans and accumulated interest, aggregating approximately $690,000 using
209,921 shares of the Company Common Stock.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Certain Factors That May Affect Future Results
The following information, including, without limitation, the Quantitative and
Qualitative Disclosures About Market Risk that are not historical facts, may
be forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.
These statements generally are characterized by the use of terms such as
"believe", "expect" and "may". Although the Company believes that the
expectations reflected in such forward-looking statements are based upon
reasonable assumptions, the Company's actual results could differ materially
from those set forth in the forward-looking statements. Factors that might
cause such a difference include, but are not limited to, variability of sales
volume from quarter to quarter, product demand, pricing, market acceptance,
litigation, risk of dependence on significant customers and third party
suppliers, intellectual property rights, risks in product and technology
development and other risk factors detailed in this Quarterly Report on Form
10-Q, the Company's Form 10-K for the year ended December 31, 2005 and in the
Company's other Securities and Exchange Commission filings.
Results of Operations
For the quarter ended March 31, 2006, the Company reported a loss from
continuing operations of $.8 million ($.10 per basic and diluted share), versus
a loss of $.5 million ($.09 per basic and diluted share) in the comparable 2005
quarter. Included in the results from operations for the quarter ended March
31, 2006 was $248,000 of expense related to the expensing of stock options.
Net loss was $.7 million and $.8 million for the periods ended March 31, 2006
and 2005, respectively.
Consolidated revenues for the first quarter of 2006 increased $1.7 million, or
101%, from the prior year period. Revenues increased due to increased product
sales of $1.9 million of equipment shipped to a telecommunication service
provider in 2005 and recognized as a sale in the current quarter and $.5 due
to the inclusion of ThinkEngine Networks, Inc. ("ThinkEngine"), acquired in
November of 2005, offset, in part, by lower sales of $.7 million to a world-
wide telecommunication system integrator.
The gross margin percentage was approximately 57% in the 2006 quarter versus
61% in the prior year.
Research and development expense increased $.7 million (99%) from the same
period in 2005, primarily due to the inclusion of ThinkEngine ($.5 million),
the expensing of stock options ($.1 million) and higher personnel costs.
Selling, general and administrative expense increased $.5 million, or 60%,
primarily due to the inclusion of ThinkEngine ($.3 million), the expensing of
stock options ($.1 million) and higher commissions and salaries.
Other (income) expense increased due to higher interest earned on cash balances
and marketable securities, reflecting higher interest rates.
No tax benefit was provided for the losses incurred in 2006 since the Company
cannot determine that the realization of the net deferred tax asset is more
likely than not.
Liquidity and Sources of Capital
Net cash used by operations for the three months ended March 31, 2006 was $.1
million versus cash provided by operations of $2.2 million in the comparable
period of 2005; this variance from the prior year is primarily attributable to
the decrease in accounts receivable in the 2005 quarter. The cash used by
investing activities of $.2 million in 2006 versus $2.2 in 2005 reflects net
purchases of marketable securities in 2005.
Working capital and the ratio of current assets to current liabilities was $6.8
million and 2.4:1 at March 31, 2006 compared to $7.2 million and 2.1:1 at
December 31, 2005.
During the remainder of 2006, the Company may repurchase up to an additional
43,871 shares of its common stock and anticipates contributing $.8 million to
its defined benefit pension plan and purchasing $.3 million of equipment
Management believes that the cash flow from operations, its cash and cash
equivalents and marketable securities will be sufficient to meet these needs
in 2006.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
The Company does not use derivative financial instruments. The Company has
Marketable Securities, which are exposed to changes in interest rates. Due to
the term of these securities and/or their variable rate provisions, a change
in interest rates would not have a material impact on their value.
Item 4. Controls and Procedures
Cognitronics Corporation's management, including the Chief Executive Officer
and Chief Financial Officer, have conducted an evaluation of the effectiveness
of disclosure controls and procedures pursuant to Exchange Act Rule 13a-14.
Based on that evaluation, the Chief Executive Officer and Chief Financial
Officer concluded that the disclosure controls and procedures are effective as
of the end of the period covered by this report in ensuring that all material
information required to be disclosed in this quarterly report and all
information required to be disclosed by the Company under the Securities
Exchange Act of 1934 has been made known to them in a timely fashion. During
the three months ended March 31, 2006, there were no changes in the Company's
internal control over financial reporting that have materially affected, or are
reasonably likely to materially affect, the Company's internal controls over
financial reporting.
Part II. OTHER INFORMATION
Item 6. Exhibits
Index to Exhibits
Exhibit
31.1 Certification of the Chief Executive Officer Pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification of the Chief Financial Officer Pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification of the Chief Executive Officer Pursuant to 18 U.S.C.
Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002.
32.2 Certification of the Chief Financial Officer Pursuant to 18 U.S.C.
Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
COGNITRONICS CORPORATION
Registrant
Date: May 15, 2006 By /s/ Garrett Sullivan
Garrett Sullivan, Treasurer
and Chief Financial Officer